Board Meeting Details

The Board meeting commenced at 04:30 PM and concluded at 09:30 PM on October 08, 2026, at the company's registered office.

Key Decisions Approved

1. Increase in Authorized Share Capital

The Board approved increasing the Authorized Share Capital from ₹10.25 crore (1,025,000 equity shares of ₹10 each) to ₹47 crore (4,700,000 equity shares of ₹10 each). This requires shareholder approval and consequent alteration to the Memorandum of Association.

2. Share Subscription and Share Purchase Agreement (SSPA)

The Board approved execution of an SSPA with Popees Baby Care Products Limited (PBCPL) for acquisition of 99.31% of PBCPL's share capital through a share swap arrangement.

3. Valuation Reports

The Board considered valuation reports from CA Karan C. Shah (IBBI Registration No. IBBI/RV/06/2024/15561) and CA Bhavesh M. Rathod (IBBI Registration No. IBBI/RV/06/2019/10708) for both PBCPL and Popees Baby Care India Limited. The valuation determined an issue price of ₹142.44 per share for the preferential issue.

4. Relevant Date for Preferential Issue

19th October, 2026 has been fixed as the Relevant Date for the Preferential Issue.

5. Preferential Issue of Equity Shares

The Board approved issuance of up to 2,60,44,323 equity shares of face value ₹10 each at an issue price of ₹142.44 per share (₹10 face value + ₹132.44 premium) on a preferential basis to shareholders of PBCPL. The total issue amount is ₹370,97,53,368.

6. Preferential Issue of Convertible Warrants

The Board approved issuance of up to 98,53,471 convertible warrants at an issue price of ₹142.44 per warrant to shareholders of PBCPL. The warrants are convertible into equity shares within 18 months from allotment date. The total issue amount is ₹140,35,28,409.

7. EGM Notice

The notice of 1st Extraordinary General Meeting for FY 2026-27 was approved, scheduled for Wednesday, 18th November 2026 at 12:00 PM through video conferencing/other audio-visual means.

8. Remote e-Voting Facilities

The Board approved providing remote e-voting facility through NSDL before and during the EGM. The cut-off date and remote e-voting period will be specified in the EGM notice.

9. Scrutinizer Appointment

CS Liya Antony (Membership No. 39611, CP No. 19314), Proprietor of M/s. Liya & Associates, was appointed as Scrutinizer for the remote e-voting and e-voting process.

Target Company Details (PBCPL)

Corporate Structure

  • Name: Popees Baby Care Products Limited
  • Authorized Share Capital: ₹30 crore (3,000,000 equity shares of ₹10 each)
  • Paid-up Share Capital: ₹27,80,47,490 (2,780,474 equity shares of ₹10 each)
  • Incorporation Date: 08th June 2016

Financial Performance

  • Quarterly Turnover (30.06.2026): ₹458.172 lakhs
  • FY 2025-2026 Turnover: ₹1,61,93,23,627
  • FY 2024-2025 Turnover: ₹1,35,30,11,374

Business Operations

PBCPL is engaged in manufacturing, trading, wholesale and retail of baby products including garment items and fashion apparels. The company offers marketing and distribution services along with trading activities.

Acquisition Details

  • Acquisition Percentage: 99.31% of PBCPL shareholding
  • Consideration: Share swap (no cash consideration)
  • Total Acquisition Cost: ₹511,32,81,777 (derived from equity shares and convertible warrants issued at ₹142.44 per share)
  • Completion Timeline: 15 days from stock exchange approval
  • Common Promoters: Mr. Shaju Thomas & Mrs. Linta Purayidathil Jose are common promoters in both companies

Preferential Issue Structure

Equity Shares Allocation (FY 2026-27)

  • Total Shares: 2,60,44,323 equity shares
  • Total Value: ₹370,97,53,368
  • Number of Allottees: 199 investors
  • Major Allottees:
  • Shaju Thomas: 1,38,27,465 shares (₹196,95,84,115)
  • Linta Purayidathil Jose: 27,32,516 shares (₹38,92,19,579)
  • Pure Capital: 8,97,000 shares (₹127,77,68,680)
  • Vijay Kumar Pahwa: 3,25,000 shares (₹46,29,30,000)

Convertible Warrants Allocation (FY 2027-28)

  • Total Warrants: 98,53,471 convertible warrants
  • Total Value: ₹140,35,28,409
  • Number of Allottees: 83 investors
  • Major Allottees:
  • Shaju Thomas: 73,40,546 warrants (₹104,55,87,372)
  • Linta Purayidathil Jose: 7,88,455 warrants (₹11,23,07,530)
  • Nexus Global Opportunities Fund: 1,04,000 warrants (₹1,48,13,760)

Shareholding Pattern Impact

Pre-Issue Capital Structure

  • Total Shares: 85,27,870 equity shares
  • Promoter Holding:
  • Shaju Thomas: 40,42,490 shares (47.42%)
  • Linta Purayidathil Jose: 13,60,320 shares (15.96%)
  • Total Promoter Holding: 63.38%

Post-Equity Issue Capital Structure

  • Total Shares: 3,14,77,193 equity shares
  • Promoter Holding:
  • Shaju Thomas: 1,78,69,955 shares (51.69%)
  • Linta Purayidathil Jose: 40,92,836 shares (11.84%)
  • Total Promoter Holding: 63.53%

Post-Warrant Conversion Capital Structure (Projected)

  • Total Shares: 4,43,16,880 equity shares
  • Promoter Holding:
  • Shaju Thomas: 2,52,10,501 shares (56.75%)
  • Linta Purayidathil Jose: 48,81,291 shares (10.99%)
  • Total Promoter Holding: 67.74%

Next Steps

Shareholder approval through EGM scheduled for 18th November 2026 and other regulatory approvals as required.